#86 MOBILE ESD ERP IGA PENDING.PDF
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Intergovernmental Agreement between Maricopa County on behalf of the Maricopa County School Superintendent’s Office and Mobile Elementary School District for Educational Enterprise Resource Planning 1.0 PARTIES This Intergovernmental Agreement (IGA) provides a binding agreement between Maricopa County on behalf of School Superintendent’s Office (hereafter referred to as “MCSS”), and Mobile Elementary School District (hereafter referred to as “the School District”), collectively “the Parties”, for Educational Enterprise Resource Planning (ERP) licensing, hosting, maintenance, and support of Tyler Technologies, Inc.’s School ERP Pro (hereafter referred to as the “ERP System”). Maricopa County and the School District are authorized to enter into this IGA under A.R.S. §11-952 and §15-342(13) for the purposes of exercising joint powers or contracting for services. 2.0 PURPOSE This IGA outlines the responsibilities of each of the parties to manage the ERP System of record as part of the MCSS ERP System Consortium. The Parties agree to cooperate and assist each other in meeting the mutual obligations and duties of each office because it is good public policy and benefits the citizens of Maricopa County. 3.0 DEFINITIONS 3.1 MCSS ERP System Consortium – is defined as school districts who have entered into an agreement with MCSS to purchase their ERP software licensing and have their ERP System hosted as detailed in this document. 3.2 ERP System – is defined as the software licensing and associated hosted interfacing applications, as well as technical support, that function as the financial system of record for school districts participating in the MCSS ERP System Consortium. 4.0 TERM OF AGREEMENT This IGA is for five (5) years, beginning July 1, 2024, and ending June 30, 2029, unless terminated earlier by the Parties as set forth herein. Page 2 of 9 5.0 RESPONSIBILITIES OF THE PARTIES 5.1 MCSS Responsibilities: 5.1.1 Ensure that the ERP System is kept current on software updates. Not all released updates apply to or affect MCSS hosted districts. Some minor releases may be skipped or delayed. 5.1.2 Ensure that the ERP System is current with supported 3rd party products that it requires. 5.1.3 Maintain the ERP System hardware in good working order and provide sufficient disk space to allow ready access to at least 7 years of historical School District data. 5.1.4 Conduct non-critical software updates outside of normal business hours. Provide School District a minimum 48-hour notice, via email or other notification, of scheduled outage. Critical updates may require a shorter notice depending on the severity of the issue. 5.1.5 Back up all School District data nightly and keep data for a period of at least 15 days before overwriting or deleting. Store monthly backup files for a period of 12 months. Store yearly backups to accommodate any applicable Public Records Retention Schedules. Provisional databases are not backed up due to their temporary nature. 5.1.6 Inform School District when any action taken by MCSS results in the modification of School District data. 5.1.7 Protect School District data against unauthorized access, following best practices of data security. 5.1.8 Allow contracted software vendors access to requested data for the purpose of resolving technical issues in the course of providing support. 5.1.9 Maintain ERP System’s Identity Provider (Active Directory) and security. 5.1.10 Provide the School District with necessary instructions, documentation, and licenses to ensure that the School District users can connect to the ERP System. 5.1.11 Provide support services outlined and attached hereto as Attachment 1, Exhibit D. Page 3 of 9 5.1.12 Invoice the School District for software licensing, hosting, maintenance, and support as outlined in Section 15.0 of this IGA. 5.2 The School District Responsibilities: 5.2.1 Provide MCSS with proper authorization for all user account updates for access to the ERP System. 5.2.2 Inform MCSS of changes related to the termination of key personnel or consultants with access to the ERP System in a timely manner. 5.2.3 Provide MCSS key application support personnel and contracted vendor with needed access to School District’s ERP system and data for the purpose of resolving technical issues in the course of providing support. 5.2.4 Maintain and manage Users and User Roles in the ERP System as applicable. 5.2.5 Maintain and manage all local security in the ERP System as applicable. 5.2.6 Maintain accuracy and integrity of all data within their District’s databases. 5.2.7 Comply with all requests from MCSS made in good faith related to processes or procedures to ensure data integrity and smooth operations. 5.2.8 Provide Internet connectivity and compatible equipment for all School District users of the ERP System. 5.2.9 Attend training as needed to remain current on third-party software and processes. 5.2.10 Pay MCSS within 30 days based on invoices received and as outlined in Section 15.0 of this IGA. Failure to pay could result in termination of this agreement and the School District’s ERP system access, licensing, hosting, maintenance, and support. Disputed fees and expenses in all terminations must have been submitted in coordination with MCSS as invoice disputes in accordance with Section F (2) of the LICENSE AND SERVICES ADDENDUM (Attachment 1). Page 4 of 9 6.0 EMPLOYMENT 6.1 The employees providing support shall be MCSS employees, and MCSS will be responsible for payment of the employees’ salaries and benefits. 6.2 For purposes of A.R.S. §23-1022 only, the employees shall be deemed to be employees of both MCSS and the School District, although MCSS shall be solely responsible for the payment of workers’ compensation benefits. Both MCSS and the School District shall post a notice pursuant to A.R.S. §23-906, in substantially the following form: All employees are hereby further notified that they may be required to work under the jurisdiction or control of or within the jurisdictional boundaries of another public agency pursuant to an intergovernmental agreement or contract, and under such circumstances they are deemed by the laws of Arizona to be employees of both public agencies for the purposes of workers' compensation. 7.0 TERMINATION 7.1 This IGA is subject to cancellation in accordance with the provisions of A.R.S. §38-511. 7.2 In the event conflict arises, the Parties agree to make every effort to reconcile conflicts and make reasonable provisions to ensure neither party will suffer as a consequence of conflict. 7.3 Either party may terminate this IGA any time upon delivering a written notice of termination to the other party three months (3) in advance of the requested date of termination. Such notice shall be given by personal delivery or by Registered or Certified mail. 7.4 This IGA may be terminated by mutual written agreement of the parties specifying the termination date therein. 7.5 The Parties do not anticipate the join acquisition of property in the performance of each Party’s respective duties and obligations pursuant to the terms of this Agreement. Any property purchased by a Party in the performance of said Party’s duties and obligations pursuant to this Agreement shall be returned to the purchasing Party within Thirty (30) calendar days of the termination of this Agreement for any reason. 8.0 AMENDMENTS Page 5 of 9 The Parties may amend this IGA only by written amendment signed by both Parties. 9.0 INCORPORATION OF DOCUMENTS 9.1 The following are to be attached to and made part of this Contract: 9.1.1 Attachment 1 — Contract by and between Maricopa County and Tyler Technologies, Inc. 10.0 NOTICES Communication and details concerning this IGA shall be directed to the following contract representatives: Maricopa County: Dajana Zlaticanin Chief of Staff Office of Maricopa County School Superintendent’s Office 4041 N. Central Avenue, Suite 1100 Phoenix, Arizona 85012 dajana.zlaticanin@maricopa.gov 602-372-7325 School District: Teri Dominguez Superintendent Mobile Elementary School District 42798 S. 99th Avenue Maricopa, Arizona 85139 Tdominguez@mobileesd.org 520-568-2280 11.0 EMPLOYMENT DISCLAIMER 11.1 This IGA is not intended to constitute, create, give rise to, or otherwise recognize a joint venture agreement, partnership, or other formal business association, or organization of any kind, and the rights and obligations of the Parties shall be only those expressly set forth in this IGA. 11.2 The Parties agree that there will be no discrimination as to race, sex, religion, color, age, creed, or national origin in regard to obligations, work, and services performed under the terms of any contract ensuing from this engagement. The Parties will comply with Executive Order No. 11246, entitled “Equal Employment Opportunity”, and as amended by Executive Order No. 11375, as supplemented by the Department of Labor Regulations (41 CFR, Part 60). 12.0 GENERAL INDEMNIFICATIONS To the extent allowable by law, each party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other party (as “Indemnitee”) from and against any Page 6 of 9 and all claims, losses, liability, costs, or expenses (including reasonable attorneys’ fees) (hereinafter collectively referred to as “Claims”) arising out of bodily injury (including death) of any person or property damage, but only to the extent that such Claims which result in vicarious/derivative liability to the Indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents, employees, or volunteers. 13.0 COMPLIANCE WITH APPLICABLE LAWS 13.1 Each party shall comply with all applicable laws, ordinances, Executive Orders, rules, regulations, standards, and codes of the federal, state, and local governments whether or not specifically referenced herein. Specifically, the following apply: 13.1.1 Unless exempt under Federal law, both Parties shall comply with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, and State Executive Order No. 75- 5, as updated in State Executive Order No. 99-4, which mandates that all persons, regardless of race, color, religion, sex, age, national origin, or political affiliation, shall have equal access to employment opportunities. Both Parties shall comply with the Rehabilitation Act of 1973, as amended, which prohibits discrimination in the employment of qualified persons because of physical or mental disability. Both Parties shall comply with the requirements of the Fair Labor Standards Act of 1938, as amended. 13.1.2 Both Parties shall comply with Title VI of the Civil Rights Act of 1964, which prohibits the denial of benefits of, or participation in, contract services on the basis of race, color, or national origin. Both Parties shall comply with the requirements of Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of disability, in delivering contract services; and with Title II of the Americans with Disabilities Act, and the Arizona Disability Act, which prohibit discrimination on the basis of physical or mental disabilities in the provision of contract programs, services, and activities. 14.0 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §23-214 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS 14.1 By entering into this IGA, the Parties represent and warrant compliance with the Immigration and Nationality Act (8 U.S.C. §§ 1101, et seq.) (INA) and all other Federal and State immigration laws and regulations related to the immigration status of their employees. The Parties shall obtain statements Page 7 of 9 from any Subcontractors certifying compliance and shall furnish the statements to the Department upon request. These representations and warranties shall remain in effect throughout the term of this IGA. The Parties and any Subcontractors shall also maintain Employment Eligibility Verification forms (I-9), as required by the U.S. Department of Labor’s Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603), for all employees performing work under this IGA. I-9 forms are available for download at USCIS.GOV. 14.2 The Parties warrant that they are in compliance with A.R.S. §41-4401 (E- Verify requirements) and further acknowledge: 14.2.1 That the Parties and its Subcontractors, if any, warrant their compliance with all Federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. §23-214; and shall keep a record of the verification for the duration of the employee’s employment or at least three (3) years, which is longer; 14.2.2 That a breach of a warranty under subsection 14.1 above shall be deemed a material breach of this IGA and the County may immediately terminate this IGA without liability; and 14.2.3 That the County and any contracting government entity retains the legal right to inspect the papers and employment records of any party or Subcontractor employee who works on this IGA to ensure that the party or Subcontractor is complying with the warranty provided under subsection 14.1 above and that the party agrees to make all papers and employment records of said employee(s) available during normal working hours in order to facilitate such an inspection. 15.0 PAYMENT 15.1 MCSS shall invoice and receive reimbursement from the School District within 30 days for the following costs calculated from a combination of software licensing and support, School District user count, ADM, and MCSS support staff: 15.1.1 The cost for the School District’s ERP System annual software licensing—Fiscal year 2025 (7/1/2024-6/30/2025) costs will be $6,100.03, plus any applicable taxes. Fees for fiscal years 2026 through 2029 shall be subject to increases of no more than five percent (5%) year over year. Page 8 of 9 15.1.2 The costs for MCSS to host and publish the ERP System to be accessed over the Internet and costs associated with MCSS support employees—Fiscal year 2025 (7/1/2024-6/30/2025) costs will be $4,915.00. Fees for fiscal years 2026 through 2029 shall be subject to increases of no more than five percent (5%) year over year. 15.2 The School District shall obtain and fund their connection to the Internet. 16.0 CONFLICT WAIVER The Parties to this IGA acknowledge that they are aware that the Civil Services Division of the Maricopa County Attorney’s Office (Civil Division) may be chosen as the attorney for other Parties to this agreement, and the signing party acknowledges that it is aware of a potential conflict of interest, and it waives any claim of conflict of interest, which may arise by virtue of Civil Division’s representation of other Parties to this agreement. 17.0 COMPLETE AGREEMENT This IGA contains the full and final agreement of the Parties and supersedes any prior agreement or understandings between the Parties, either written or verbal, dealing with the same subject matter. Page 9 of 9 FOR AND ON BEHALF OF MARICOPA FOR AND ON BEHALF OF SCHOOL COUNTY: DISTRICT: ______________________________________ ______________________________________ Maricopa County School Superintendent School District Representative _______________________________________ _______________________________________ Date Date ______________________________________ Chairman, Board of Supervisors _______________________________________ Date ATTEST: ______________________________________ Clerk, Board of Supervisors _______________________________________ Date Pursuant to A.R.S. §11-952, legal counsel has determined that this Intergovernmental Agreement is within the powers and authority granted under the laws of the State of Arizona. ______________________________________ ______________________________________ Attorney for Maricopa County Attorney for School District ______________________________________ ______________________________________ Date Date